8-K - MO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2022

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ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

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Virginia	1-08940	13-3260245
(State or other jurisdiction<br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br>Identification No.)		6601 West Broad Street,	Richmond,	Virginia	23230
---	---	---	---
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

_______________________________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	MO	New York Stock Exchange
1.000% Notes due 2023	MO23A	New York Stock Exchange
1.700% Notes due 2025	MO25	New York Stock Exchange
2.200% Notes due 2027	MO27	New York Stock Exchange
3.125% Notes due 2031	MO31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2022, Dinyar S. Devitre, a director of Altria Group, Inc. (“Altria”) since 2008, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Devitre will not stand for re-election to the Board of Directors at Altria’s 2022 Annual Meeting of Shareholders, which is presently anticipated to be held on May 19, 2022.

Item 7.01. Regulation FD Disclosure.

In connection with Mr. Devitre’s decision to retire, Altria issued a press release on February 8, 2022, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Altria Group, Inc. Press Release, dated February 8 , 2022 (furnished under Item 7.01)
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALTRIA GROUP, INC.
By:	/s/ W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Vice President, Corporate Secretary and
	Associate General Counsel

DATE: February 8, 2022

Document

Exhibit 99.1

ALTRIA GROUP, INC. DIRECTOR DINYAR S. DEVITRE ANNOUNCES DECISION TO RETIRE FROM BOARD OF DIRECTORS

RICHMOND, Va. (February 8, 2022) – Altria Group, Inc. (Altria) (NYSE:MO) today announces that Dinyar S. Devitre, a director of Altria since 2008, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Devitre will not stand for re-election to the Board of Directors at Altria’s 2022 Annual Meeting of Shareholders, which is presently anticipated to be held on May 19, 2022.

“Altria has benefited from Dinny’s significant contributions for nearly 50 years, including the time he served as Altria’s Senior Vice President and Chief Financial Officer and his 14 years on the Board,” said Kathryn McQuade, Altria’s independent Board Chair. “We thank him for his remarkable service to this company.”

“I’ve had the privilege and benefit of working closely with Dinny over my time in leadership,” said Billy Gifford, Altria’s CEO. “We will miss his insights and perspective built from so many years of distinguished service and wish him all the very best.”

Mr. Devitre is the chair of the Finance Committee and a member of the Compensation and Talent Development, Nominating, Corporate Governance and Social Responsibility, and Executive Committees. Mr. Devitre held many roles in his nearly 50 years of service to the company, including senior leadership positions in the company’s international operations and Senior Vice President and Chief Financial Officer of Altria from April 2002 to March 2008. He is a director of IHS Markit Ltd, Avestar Capital, Pratham USA and Brooklyn Academy of Music.

Altria’s Profile

Altria has a leading portfolio of tobacco products for U.S. tobacco consumers age 21+. Altria’s Vision by 2030 is to responsibly lead the transition of adult smokers to a smoke-free future (Vision). Altria is Moving Beyond Smoking™, leading the way in moving adult smokers away from cigarettes by taking action to transition millions to potentially less harmful choices - believing it is a substantial opportunity for adult tobacco consumers, Altria’s businesses and society.

Altria’s wholly owned subsidiaries include leading manufacturers of both combustible and smoke-free products. In combustibles, Altria owns Philip Morris USA Inc. (PM USA), the most profitable U.S. cigarette manufacturer, and John Middleton Co. (Middleton), a leading U.S. cigar manufacturer.

6601 West Broad Street, Richmond, VA 23230

Altria’s smoke-free portfolio includes ownership of U.S. Smokeless Tobacco Company LLC (USSTC), the leading global moist smokeless tobacco (MST) manufacturer, and Helix Innovations LLC (Helix), a rapidly growing manufacturer of oral nicotine pouches. Altria also enhances its smoke-free product portfolio with exclusive U.S. commercialization rights to the IQOS Tobacco Heating System® and Marlboro HeatSticks®, and an equity investment in JUUL Labs, Inc. (JUUL).

Altria also owns equity investments in Anheuser-Busch InBev SA/NV (ABI), the world’s largest brewer, and Cronos Group Inc. (Cronos), a leading Canadian cannabinoid company.

The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and on!®. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission.

Learn more about Altria at www.altria.com and follow us on Twitter, Facebook and LinkedIn.

Altria Client Services

Investor Relations

(804) 484-8222

Altria Client Services

Media Relations

(804) 484-8897

Source: Altria Group, Inc.